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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2005
AGNICO-EAGLE MINES LIMITED
 (Translation of registrant's name into English)
145 King Street East, Suite 500
Toronto, Ontario
M5C 2Y7
 (Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F	 	ý	 	Form 40-F	 	o	
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                     
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                     
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes	 	o	 	No	 	ý	
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-                              

Material Changes
Item 1.     Amendment of Credit Agreement
Effective as of October 17, 2005, Agnico-Eagle Mines Limited (the "Company") amended its Second Amended and Restated Credit Agreement dated as of December 23, 2004 (the "Agreement") between the Company, The Bank of Nova Scotia, as co-arranger, administrative agent and technical agent, Société Générale (Canada), as co-arranger and syndication agent, N M Rothschild & Sons Limited, as co-arranger and documentation agent, and certain banks and financial institutions party thereto. The amendment, among other things, increases the maximum amount that may be borrowed under the revolving credit facility from US$100 million to US$150 million, extends the term of the facility by two years to December 23, 2009, and includes a first charge on the LaRonde and Goldex mining operations as additional security for the loans. The Amendment is filed as Exhibit 1 hereto.
Item 2.     Change of Directors and Management
Effective as of December 13, 2005 Mr. Pertti Voutilainen, M.Sc., M.Eng., was appointed to the Company's Board of Directors. Mr. Voutilainen is a mining industry veteran, most recently the Chairman of the Board of Riddarhyttan Resources AB, a Swedish company acquired by the Company in November 2005. Previously, Mr. Voutilainen was Chairman of the Board and CEO for Kansallis Banking Group and President after its merger with Union Bank of Finland. Mr. Voutilainen was also appointed as a member of the Audit Committee of the Board of Directors.
Effective as of December 13, 2005, the Company's Board of Directors announced the following appointments to the Company's senior management team: Sean Boyd, the Company's former President and Chief Executive Officer, was elected as Vice Chairman and Chief Executive Officer, Eberhard Sherkus, the Company's former Vice President and Chief Operating Officer and one of the Company's directors, was elected President and Chief Operating Officer and Jean Robitaille was elected Vice President, Metallurgy and Marketing. Mr. Boyd and Mr. Sherkus have been with the Company for twenty years, and Mr. Robitaille has been with the Company in various capacities for 18 years, most recently as General Manager Metallurgy and Marketing.
Item 3.     Change to Codes of Business Conduct and Ethics and Confidential Anonymous Complaint Reporting Policy
Effective as of December 13, 2005, the Board of Directors of the Company approved amendments to the Company's Codes of Business Conduct and Ethics for directors, officers and employees, and consultants and contractors. In addition, the Board of Directors of the Company approved amendments to its Confidential Anonymous Complaint Reporting Policy. Copies of these amendments have been filed with SEDAR and are attached as Exhibits 2, 3 and 4 hereto.
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 EXHIBITS

Exhibit No.
	 	Exhibit Description
	
Exhibit 1	 	Amendment No. 1 to Second Amended and Restated Credit Agreement	
Exhibit 2	 	Agnico-Eagle Mines Limited Code of Business Conduct and Ethics	
Exhibit 3	 	Agnico-Eagle Mines Limited Code of Business Conduct and Ethics for Consultants and Contractors	
Exhibit 4	 	Confidential Anonymous Complaint Reporting Policy	
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 SIGNATURE
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	 	AGNICO-EAGLE MINES LIMITED	

 	
By:	
/s/ Sean Boyd

Sean Boyd
Vice Chairman and Chief Executive Officer	

Date: December 21, 2005	

 	
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 Exhibit 1
  EXECUTION COPY
 
 AMENDMENT NO. 1 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT
        This Amendment No. 1 to Second Amended and Restated Credit Agreement (the " Agreement ") is made as of the 17th day of October, 2005 between Agnico-Eagle Mines Limited (the " Borrower "), The Bank of Nova Scotia, as co-arranger, administrative agent and technical agent, Société Générale (Canada), as co-arranger and syndication agent, N M Rothschild & Sons Limited, as co-arranger and documentation agent, and the Lenders.
RECITALS:
A.
Reference is made to the second amended and restated credit agreement dated as of December 23, 2004 (the "Credit Agreement") between the Borrower, as borrower, The Bank of Nova Scotia, as co-arranger, administrative agent and technical agent, Société Générale (Canada), as co-arranger and syndication agent, N M Rothschild & Sons Limited, as co-arranger and documentation agent, and each bank and financial institution party thereto, as lenders.

B.
The Borrower owns the Goldex Mine (as defined below) and wishes to include it as Included Property.

C.
The parties wish to amend the Credit Agreement in the manner set forth below.

D.
Section 13.1 of the Credit Agreement provides that certain amendments (including certain of those amendments contemplated hereby) to the Credit Agreement must be made with the written consent of the Unanimous Lenders.

E.
The Lenders party to this Agreement together constitute the Unanimous Lenders.
         NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree as follows:
1.
DEFINITIONS.
        All capitalized terms used herein (including in the preamble and recitals above) which are not defined herein shall have the respective meanings given to them in the Credit Agreement.
2.
AMENDMENTS.
        Subject to Section 3 below, the Credit Agreement is amended by:
(a)
adding the following definitions to Section 1.1:
" Goldex Mine " means the Borrower's Goldex mining operations and property located in or around the City of Val-d'Or, Quebec, as presently constituted and as the same may be developed or expanded from time to time in accordance with the Development Plan or otherwise (which property and operations currently include (a) the Mining Assets relating to the Goldex mine, (b) the 22 mining claims comprising the Goldex mine referred to in Schedule 8.1(l) and (c) the immovable property comprising the Goldex mine referred to in Schedule 8.1(l)), and any replacements, substitutions and modifications thereof, together with all applications, surveys, easements, rights of way, rights, titles or interests of every kind and description which the Borrower or its Affiliates have rights to, otherwise own or control, relating to or acquired in connection with one or more of said operations, properties and claims.

" Mining Claims " means all mining rights and claims, licences, mining leases and concessions and other similar rights and interest forming part of the Mining Properties relating to operating mines.
" Riddarhyttan " shall mean Riddarhyttan Resources AB (publ), a Swedish corporation, and its successors.
(b)
deleting the definition of "Affiliate" in Section 1.1 in its entirety and replacing the definition in Section 1.1 with the following:
" Affiliate " has the meaning ascribed to that term in the Provisions.
(c)
adding the following sentence at the end of the definition of Available Commitment in Section 1.1:
Notwithstanding the foregoing, for purposes of the commitment fee payable by the Borrower pursuant to Section 4.6, the Available Commitment of each Lender shall at all times be based on the Maximum Facility Amount of US $150,000,000 (as the same is reduced in accordance with Section 5.3 or 5.4), less the Outstanding Advances, without regard to any further reductions contemplated by the definition of Maximum Facility Amount.
(d)
deleting the definition of "Hypothec" in Section 1.1 (and the corresponding reference to "(the Hypothec)" in Section 7.1(f)) in its entirety and replacing the definition in Section 1.1 with the following:
" Hypothec " means the deed of hypothec referred to in Section 7.1(f), together with any and all other deeds of hypothec executed and delivered by the Borrower in favour of the Trustee.
(e)
deleting the definition of "Included Property" in its entirety and replacing it with the following:
" Included Property " means (a) the LaRonde Mine and the Goldex Mine and (b) (i) any other Mine located in a Permitted Jurisdiction, (ii) which Mine is operating to the satisfaction of the Majority Lenders in consultation with their independent consultants, (iii) which Mine is wholly owned, controlled and operated by a Person referred to in clauses (a), (b) or (c) of the definition of Restricted Party, (iv) on which Mine the Administrative Agent, for and on behalf of the Secured Parties, has been granted an exclusive Lien to secure the Senior Secured Indebtedness pursuant to Section 10.2(n), and (v) for which the Administrative Agent has provided the Borrower written notice that such Mine is Included Property pursuant to Section 10.2(n). For purposes of calculating any financial covenant in Section 10.1, Included Property shall be included in the relevant calculations commencing the first full fiscal quarter of the Borrower following such property being determined to be Included Property. Thereafter, the completed fiscal quarters shall be annualized for the relevant property that was determined to be Included Property until four full fiscal quarters have been completed since such property was determined to be Included Property, and then calculations shall be made as otherwise required hereunder.
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(f)
adding the following at the end of the definition of "Material Subsidiary" in Section 1.1:
Notwithstanding the foregoing, neither Riddarhyttan nor its Subsidiaries shall be a "Material Subsidiary" until Riddarhyttan or any such Subsidiary has determined by resolution of its board of directors to construct a mine owned or operated by Riddarhyttan or any such Subsidiary. Upon any such determination, each of Riddarhyttan and its Subsidiaries shall be a "Material Subsidiary" to the extent that each such Person would be a Material Subsidiary but for this exclusion.
(g)
deleting the definition of "Maturity Date" in Section 1.1 in its entirety and replacing it with the following:
" Maturity Date " means December 23, 2009, or if such date has been extended in accordance with the terms of Section 5.2, such extended date.
(h)
deleting the definition of "Maximum Facility Amount" in Section 1.1 in its entirety and replacing it with the following:
" Maximum Facility Amount " means US $150,000,000, as the same is reduced in accordance with Section 5.3 or 5.4; provided that if all necessary Permits from applicable Governmental Authorities for the development of the required tailings area for the Goldex Mine, for the operation of the Goldex Mine and to permit all required access to the Goldex Mine, are not obtained by August 31, 2006, "Maximum Facility Amount" shall automatically be reduced to the lesser of (a) US $100,000,000 (such reduction to be effected by reducing each Lender's Commitment on the basis of its Applicable Percentage) and (b) US $100,000,000 less any amounts by which the "Maximum Facility Amount" has been reduced in accordance with Sections 5.3 or 5.4 prior to August 31, 2006 (such reduction to be effected by reducing each Lender's Commitment on the basis of its Applicable Percentage), as the same may be further reduced in accordance with the terms of this Agreement, until such time as the above-referenced Permits are obtained (such increase to be effected by increasing each Lender's Commitment on the basis of its Applicable Percentage).
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(i)
adding the following at the end of the definition of "Mining Asset" in Section 1.1:

Notwithstanding the foregoing, none of the Mining Properties or any other present and after-acquired property and assets of Riddarhyttan or its Subsidiaries shall constitute "Mining Assets" until Riddarhyttan or any such Subsidiary has determined by resolution of its board of directors to construct a mine owned or operated by Riddarhyttan or any such Subsidiary. Upon any such determination, all applicable Mining Properties or any other applicable present and after-acquired property and assets of Riddarhyttan and its Subsidiaries shall constitute "Mining Assets" to the extent that they would be Mining Assets but for this exclusion.
(j)
adding the following at the end of the definition of "Mining Leases" in Section 1.1:
Notwithstanding the foregoing, none of the mining leases of Riddarhyttan or its Subsidiaries shall constitute "Mining Leases" until Riddarhyttan or any such Subsidiary has determined by resolution of its board of directors to construct a mine owned or operated by Riddarhyttan or any such Subsidiary. Upon any such determination, all applicable mining leases of Riddarhyttan and its Subsidiaries shall constitute "Mining Leases" to the extent that they would be Mining Leases but for this exclusion.
(k)
adding the following at the end of the definition of "Mining Properties" in Section 1.1:
Notwithstanding the foregoing, none of the lands, premises, Mining Leases, surface leases and rights, mining rights and claims, mining concessions and other interests in real or immoveable property rights to extract surface minerals, now owned or hereafter acquired by Riddarhyttan or its Subsidiaries shall constitute "Mining Properties" until Riddarhyttan or any such Subsidiary has determined by resolution of its board of directors to construct a mine owned or operated by Riddarhyttan or any such Subsidiary. Upon any such determination, all applicable lands, premises, Mining Leases, surface leases and rights, mining rights and claims, mining concessions and other interests in real or immoveable property rights to extract surface minerals, now owned or hereafter acquired by Riddarhyttan and its Subsidiaries shall constitute "Mining Properties" to the extent that they would be Mining Properties but for this exclusion.
(l)
deleting the definition of "Monthly Operating Report" in Section 1.1 in its entirety and replacing it with the following:
" Monthly Operating Report " means a report as to the operations of the LaRonde Mine, the construction, development and operations of the Goldex Mine and the construction, development and operations of any additional Mines constituting Included Property acquired by the Borrower or its Subsidiaries in accordance with this Agreement, and certain other required information, in the form or substantially in the form last delivered to the "Administrative Agent" under the Existing Credit Agreement.
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(m)
adding the following definition of "Pledge Agreement" to Section 1.1:
" Pledge Agreement " means any and all deeds of movable hypothec on a specific claim pursuant to the terms of which the Bond is hypothecated in favour of the Secured Parties, therein acting and represented by the Administrative Agent.
(n)
deleting the definition of "Restricted Party" in Section 1.1 in its entirety and replacing it with the following:
" Restricted Party " means (a) the Borrower, (b) each wholly-owned Subsidiary which directly or indirectly wholly owns, controls and operates a Mine and (c) each wholly-owned Subsidiary which directly or indirectly owns a wholly-owned Subsidiary which directly or indirectly wholly owns, controls and operates a Mine; where the Mine directly or indirectly owned by each such Person has been determined to be Included Property.
(o)
adding the following as Section 1.7:
Construction .    This Agreement has been negotiated by each party hereto with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.
(p)
deleting Section 5.2 in its entirety and replacing it with the following:

(a)
Unless due and payable sooner in accordance with this Agreement, all Facility Indebtedness shall be due and payable on December 23, 2009, unless this Agreement is extended, upon the irrevocable request of the Borrower (which request may be made at its option), with the consent of the Super Majority Lenders, in their sole discretion, for one additional one year term in accordance with this Section 5.2.

(b)
A request for an extension of this Agreement must be made by the Borrower (if it wishes to exercise its option to make such request) providing the Administrative Agent with irrevocable written notice of such request at least 60, but not more than 90, days before the fourth anniversary date of the Restatement Date. If the Super Majority Lenders consent to a request for an extension made before the first anniversary of the Restatement Date, then unless due and payable sooner in accordance with this Agreement, all Facility Indebtedness shall be due and payable on December 23, 2010 and all remaining Commitments shall be cancelled at such time.

(c)
Upon receipt by the Administrative Agent of a request by the Borrower for an extension of this Agreement, the Administrative Agent shall provide prompt written notice of such request to each Lender. Each Lender's determination of whether or not it consents to such extension shall be made in such Lender's sole discretion. If a Lender has not provided the Administrative Agent with written notice of whether or not such Lender consents to such requested extension 30 days after written notice of such request has been provided by the Administrative Agent to such Lender, such Lender shall be irrevocably deemed to have not consented to such extension.
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(d)
If the Super Majority Lenders consent to a requested extension of this Agreement pursuant to this Section 5.2, but any Lender does not so consent, the Borrower may require that:

(i)
any such dissenting Lender assign its Commitment in accordance with Section 3.3(b) of the Provisions;

(ii)
the Commitment of any such dissenting Lender be permitted to terminate at the end of the then current term of this Agreement (with the Maximum Facility Amount reducing by the amount of such Lender's Commitment at that time); or

(iii)
such dissenting Lender's Commitments immediately terminate.
In the case of clause (iii), the Borrower shall immediately repay such Lender its pro rata share of all outstanding Advances, together with all other amounts owing by the Borrower to that Lender under Section 5.5, and upon receipt by such Lender of such amount such Lender's Commitment shall be cancelled (with the Maximum Facility Amount reducing by the amount of such Lender's Commitment at that time). Any assigning Lender or any Lender whose Commitments terminate before the Maturity Date (if extended in accordance with the foregoing provisions) shall, upon such assignment or termination, assign, or cause any of its Affiliates which is a Permitted Hedge Counterparty, to assign, at a price determined in a reasonable manner from market quotations in accordance with customary market practices, all Hedge Agreements it or they hold with the Borrower to the applicable Eligible Assignee or to another Lender or Permitted Hedge Counterparty.
(e)
if the Super Majority Lenders do not consent to an extension requested by the Borrower pursuant to the foregoing procedures, all Facility Indebtedness shall, unless due and payable sooner in accordance with this Agreement, be due and payable on the Maturity Date then in effect and all remaining Commitments shall be cancelled at such time.

(q)
deleting Section 8.1(l) in its entirety and replacing it with the following;
Ownership of Mining Properties .    Schedule 8.1(l) is a complete and accurate list of all Mining Properties in which the Borrower or any Material Subsidiary has an interest. Schedule 8.1(l) discloses the nature of the Borrower's and each Material Subsidiary's interests in respect thereof (whether owned, leased, licenced, etc.), together with a description of each applicable lease, claim or licence, as the case may be. All Mining Properties are owned, leased or licenced by the Borrower or such Material Subsidiary, as the case may be, subject only to Permitted Liens. Except as set forth on Schedule 8.1(l) and except for any applicable Permitted Liens, the Borrower and each Material Subsidiary enjoy peaceful and undisturbed possession under all leases, claims, concessions or licences comprising Mining Properties. Except as set forth on Schedule 8.1(l) and except for any applicable Permitted Liens, all of such leases, claims, concessions or licences are valid and subsisting leases, claims, concessions or licences and no default exists under any of them that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
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(r)
deleting the reference to "January 1, 2004" in Section 10.1(d) and replacing it with a reference to "June 30, 2005";

(s)
adding the following as Section 9.1(n):
forthwith and in any event within 5 days after any of Riddarhyttan or any Subsidiary of Riddarhyttan, has determined by resolution of its board of directors to construct a mine owned or operated by Riddarhyttan or any Subsidiary of Riddarhyttan, the Borrower shall provide written notice thereof to the Administrative Agent;
(t)
deleting Section 10.2(l) in its entirety and replacing it with the following:
Compliance with Development Plan .    The Borrower shall, and shall cause its applicable Material Subsidiaries to, carry on business at, and operate and manage, the Mines constituting Included Property in a manner consistent with the Development Plan, as updated from time to time in accordance with this Agreement, and, where applicable, proceed diligently with the development and maintenance of the Mines constituting Included Property in accordance with the Development Plan as so updated from time to time.
(u)
deleting the first sentence of Section 10.2(o) and replacing it with the following:
The Borrower shall maintain active operating, management and financial control of the LaRonde Mine and the Goldex Mine, shall use commercially reasonable efforts to protect its interest in and to the LaRonde Mine and the Goldex Mine, and shall take no steps to dispose of its rights in and to the LaRonde Mine (or any part thereof) or the Goldex Mine (or any part thereof).
(v)
deleting Section 10.2(q) in its entirety and replacing it with the following:
Concentrate Levels .    The Borrower and its Material Subsidiaries shall at all times be party to contracts, or commitments to enter into contracts, with creditworthy buyers so that at least 50% of anticipated Product (excluding Product from the Goldex Mine), as set out in the Development Plan for any 12 month period will be sold.
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(w)
adding the following as Section 10.2(u):
Mining Claims .    Without limiting Sections 10.2(h) and 10.2(i), the Borrower and each Material Subsidiary shall (i) keep all Mining Claims in full force and effect at all times and (ii) without limiting the generality of the foregoing, comply with the provisions of all laws and regulations creating and/or applicable to the Mining Claims except where such non-compliance would not have a Material Adverse Effect. Without limiting Sections 10.2(h) and 10.2(i), the Borrower and each Material Subsidiary shall also do all such actions and works required to be performed on a regular basis or from time to time for the Mining Claims to stay in full force and effect, without the Borrower or the Material Subsidiary holding the rights, title and interest in, to and under such Mining Claims losing the benefit of any such rights, title and interest, and each of the Borrower and each Material Subsidiary shall defend its respective rights, titles and interest in, to and under such Mining Claims against any adverse or competing claims. Each of the Borrower and each Material Subsidiary shall renew, and take all steps necessary to renew such Mining Claims, on or before each renewal date of such Mining Claims.
(x)
adding the following as Section 10.2(v):
Goldex Mine .    The Borrower shall use commercially reasonable efforts to obtain all necessary Permits from applicable Governmental Authorities for the development of the required tailings area for the Goldex Mine, for the operation of the Goldex Mine and to permit all required access to the Goldex Mine, all such Permits to be obtained by July 18, 2006.
(y)
deleting Section 10.3(b)(iii) in its entirety and replacing it with the following:
without duplicating Section 10.3(b)(i), the Borrower may make loans or advances to, or capital contributions in, any Subsidiary, and any Subsidiary may make loans or advances to, or capital contributions in, any other Subsidiary, if, at the time of such loan, advance or capital contribution, the Investment Conditions shall have been satisfied and such loan or capital contribution to, or in, any such Subsidiary is used by such Subsidiary (I) for the purposes set out in, and in accordance with, Section 10.3(b)(vi), (vii), (viii) or (ix) or (II) for operating, exploration, reclamation or capital expenditures of such Subsidiary;
(z)
adding the following as subsection (ix) to Section 10.3(c):
any Indebtedness of the Borrower or any Material Subsidiary of the Borrower of the types referred to in subsections (a) and (b) of the definition of Indebtedness which is incurred in the ordinary course of its business, provided that the aggregate liability, contingent or otherwise, of the Borrower and its Material Subsidiaries under all such Indebtedness does not at any time exceed US $5,000,000 and such Indebtedness is unsecured;
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(aa)
adding the following after Section 10.3(b)(x):
The completion of any Investment pursuant to Section 10.3(b) which does not require the delivery to the Administrative Agent to evidence compliance with the respective conditions to such Investment set out herein shall be deemed to be a representation and warranty by the Borrower to the Administrative Agent and the Lenders that all such applicable conditions have been satisfied.
(bb)
deleting Section 10.3(g) in its entirety and replacing it with the following:
Nature of Business .    Neither the Borrower, nor any Material Subsidiary, shall permit any material change to be made in the nature of its business or the business of any Material Subsidiary as carried on at the date hereof (or, if applicable, at the time a Person becomes a Material Subsidiary), which business shall at all times be mining or mining related activities.
(cc)
deleting Section 10.3(l) in its entirety and replacing it with the following:
Transactions with Affiliates .    Neither the Borrower nor any Material Subsidiary shall enter into or conduct any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Borrower or such Material Subsidiary or any holder of 1% or more of any class of such Person's Capital Stock unless any such transaction is upon fair and reasonable terms no less favourable to the Borrower or such Material Subsidiary than it would obtain in a comparable arm's length transaction with a Person not an Affiliate or a holder of 1% or more of any class of its Capital Stock, and is otherwise not restricted or prohibited, and is permitted, under this Agreement. Notwithstanding the foregoing, the Borrower and any Material Subsidiary may enter into and complete any transaction with any Subsidiary of the Borrower or Material Subsidiary and any such Subsidiary may enter into or complete any transaction with any other Subsidiary of the Borrower or Material Subsidiary as permitted under this Agreement; in each case, so long as, with respect to any such transaction (i) no Default has occurred and is continuing or would result therefrom (without duplicating subsection (iv) below); (ii) immediately after giving effect to any such transaction no Material Adverse Effect would be reasonably expected to occur (without duplicating subsection (iv) below); (iii) such transaction does not breach, conflict with or violate any Requirements of Law; and (iv) immediately after giving effect to such transaction, the Borrower shall be in compliance with all covenants set forth in Section 10.1 on a pro forma basis. The completion of any such transaction shall be deemed to be a representation and warranty by the Borrower to the Administrative Agent and the Lenders that all such conditions have been satisfied.
(dd)
adding the following as Section 10.3(p):
9

Resolution to Construct Mine .    The Borrower shall not permit Riddarhyttan or its Subsidiaries to construct a mine owned or operated by Riddarhyttan or any such Subsidiary unless Riddarhyttan or any such Subsidiary has first resolved to do so by resolution of its board of directors.
(ee)
deleting Annex 2 and replacing it with Annex 2 hereto; and

(ff)
deleting Schedule 8.1(l) (Mining Properties), Schedule 8.1(m) (Certain Permitted Liens), Schedule 8.1(q) (Permits), Schedule 8.1(t) (Subsidiaries and Capital Stock), Schedule 8.1(u) (Environmental) and Schedule 8.1(dd) (Royalty Agreements) and replacing them with Schedule 8.1(l), Schedule 8.1(m), Schedule 8.1(q), Schedule 8.1(t), Schedule 8.1(u) and Schedule 8.1(dd), respectively, hereto.

3.
CONDITIONS TO EFFECTIVENESS.
        This Agreement shall not become effective until the following conditions are satisfied:
(a)
Fees .    The fees referred to in Section 5 hereof shall have been paid by the Borrower.

(b)
Due Diligence .    The Lenders shall have conducted due diligence satisfactory to them, in consultation with their independent consultants, on the Goldex Mine. Such review shall include, but not be limited to, an environmental review of the Goldex Mine and the Independent Engineer's review of the Goldex Mine encompassing a risk assessment analysis which analysis confirms, among other things, risk items and associated impacts.

(c)
Closing Documents .    The Borrower shall have delivered, or caused to be delivered, the documents, and taken, or caused to be taken, the actions, contemplated by the closing checklist attached hereto as Annex 1.
Upon completion of the conditions referred to in Sections 3(b) and (c) above, the Administrative Agent will so notify the Borrower in writing.
4.
REPRESENTATIONS AND WARRANTIES.
        In order to induce the Arrangers, the agents and the Lenders to enter into this Agreement, the Borrower represents and warrants as follows:
(a)
each representation and warranty of each Restricted Party contained in the Financing Documents is true and correct on the date hereof (where such representation or warranty is qualified by "Material Adverse Effect" or any other "materiality" concept), and in all other cases true and correct in all material respects on the date hereof, as though such representation and warranty had been made on and as of the date hereof (unless such representation and warranty is expressly limited to an earlier date or is no longer true and correct solely as a result of transactions not prohibited by the Financing Documents);
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(b)
no Material Adverse Change has occurred since the effective date of the last financial statements of the Borrower delivered to the Administrative Agent pursuant to Section 9.1(b) or (c) of the Credit Agreement; and

(c)
no Default has occurred and is continuing.
Each representation and warranty made in this Agreement shall survive the execution and delivery of this Agreement.
5.
AMENDMENT FEES.
        The Borrower shall pay an amendment fee equal to US $150,000, such fee to be payable to the Administrative Agent (for distribution to the Lenders on a pro rata basis in accordance with their Commitments in effect immediately prior to the effectiveness of this Agreement). The Borrower shall also pay an amendment fee equal to US $175,000, such fee to be payable to the Administrative Agent (for distribution to the Lenders on a pro rata basis in accordance with their Commitments relating to the increased amount of US $50,000,000 of the Maximum Facility Amount). All such fees shall be fully-earned, non-refundable and payable upon receipt by the Borrower of the notice in writing from the Administrative Agent referred to in Section 3 above.
6.
CONFIRMATION.
        Except to the extent specifically provided herein, nothing herein waives, amends or otherwise alters the Credit Agreement, the Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder or under applicable law, all of which rights and remedies remain in full force and effect. The amendments referred to herein apply only to the specific subject matter hereof, and nothing herein shall constitute an amendment or waiver of, consent to, or shall in any manner affect any of the rights and remedies of the Administrative Agent and the Lenders with respect to, any other matter.
7.
MISCELLANEOUS.

(a)
The Credit Agreement and the Documents shall be read and construed throughout so as to incorporate the provisions of this Agreement.

(b)
This Agreement may be signed in counterparts and transmitted by facsimile, each of which shall be considered an original and all of such counterparts taken together shall constitute one and the same agreement.

(c)
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

(d)
The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement.

(e)
This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns, and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.
11

8.
ACKNOWLEDGMENT.
        For greater certainty, the Administrative Agent and the Lenders hereby acknowledge that the Borrower has satisfied the terms of subsection 10.3(b)(vii) of the Credit Agreement in its completion of the acquisition of Riddarhyttan Resources AB (publ) and its Subsidiaries.
9.
NOTICE.
        In addition to the foregoing, this Agreement shall also constitute notice by the Borrower pursuant to subsection 9.1(k) of the Credit Agreement that as of October 18, 2005, Riddarhyttan Resources AB (publ), Svenska Koppar AB, Suurikulta AB, Riddar Gold AB and Riddarhyttan Resources Oy will become Subsidiaries of the Borrower.
[execution pages follow]
12

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	AGNICO-EAGLE MINES LIMITED	

 	
By:	
 	
(signed) David Garofalo
	
 	 	Name:	 	David Garofalo	
 	 	Title:	 	Vice-President, Finance and
Chief Financial Officer	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	THE BANK OF NOVA SCOTIA, as Co-Arranger, Administrative Agent and Technical Agent	

 	
By:	
 	
(signed) Ray Clarke
	
 	 	Name:	 	Ray Clarke	
 	 	Title:	 	Director	

 	
By:	
 	
(signed) Derek Tovich
	
 	 	Name:	 	Derek Tovich	
 	 	Title:	 	Associate	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	SOCIÉTÉ GÉNÉRALE (CANADA), as Co-Arranger and Syndication Agent	

 	
By:	
 	
(signed) David Baldoni
	
 	 	Name:	 	David Baldoni	
 	 	Title:	 	Managing Director	

 	
By:	
 	
(signed) François Laliberté
	
 	 	Name:	 	François Laliberté	
 	 	Title:	 	Managing Director	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	N M ROTHSCHILD & SONS LIMITED, as Co-Arranger and Documentation Agent	

 	
By:	
 	
(signed) Nicholas Wood
	
 	 	Name:	 	Nicholas Wood	
 	 	Title:	 	Assistant Director	

 	
By:	
 	
(signed) David Street
	
 	 	Name:	 	David Street	
 	 	Title:	 	Director	

IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	THE BANK OF NOVA SCOTIA	

 	
By:	
 	
(signed) Ray Clarke
	
 	 	Name:	 	Ray Clarke	
 	 	Title:	 	Director	

 	
By:	
 	
(signed) Derek Tovich
	
 	 	Name:	 	Derek Tovich	
 	 	Title:	 	Associate	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	SOCIÉTÉ GÉNÉRALE (CANADA)	

 	
By:	
 	
(signed) David Baldoni
	
 	 	Name:	 	David Baldoni	
 	 	Title:	 	Managing Director	

 	
By:	
 	
(signed) François Laliberté
	
 	 	Name:	 	François Laliberté	
 	 	Title:	 	Managing Director	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	N M ROTHSCHILD & SONS LIMITED	

 	
By:	
 	
(signed) Nicholas Wood
	
 	 	Name:	 	Nicholas Wood	
 	 	Title:	 	Assistant Director	

 	
By:	
 	
(signed) David Street
	
 	 	Name:	 	David Street	
 	 	Title:	 	Director	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	NATIONAL BANK OF CANADA	

 	
By:	
 	
(signed) Pierre Pichette
	
 	 	Name:	 	Pierre Pichette	
 	 	Title:	 	Vice President	

 	
By:	
 	
(signed) Rejean Guevremont
	
 	 	Name:	 	Rejean Guevremont	
 	 	Title:	 	Managing Director	

         IN WITNESS WHEREOF each of the undersigned has caused this Amendment No. 1 to Second Amended and Restated Credit Agreement to be executed by its duly authorized officer(s) as of the date first written above.

 	 	THE TORONTO-DOMINION BANK	

 	
By:	
 	
(signed) Rohan Appadurai
	
 	 	Name:	 	Rohan Appadurai	
 	 	Title:	 	Vice President & Director	

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Exhibit 1
EXECUTION COPY
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 
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 Exhibit 2
  AGNICO-EAGLE MINES LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
        The Code of Business Conduct and Ethics (the "Code of Ethics") embodies the commitment of Agnico-Eagle Mines Limited (the "Corporation") and its subsidiaries to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All employees and members of our Board of Directors are expected to adhere to those principles and procedures of the Code of Ethics that apply to them.
Compliance and Reporting
        Any employee or director who becomes aware of any existing or potential violation of the Code of Ethics may notify the Primary Contact or Secondary Contact in accordance with the procedures set out in the Confidential Anonymous Complaint Reporting Policy (the "Reporting Policy") for guidance and direction on the topic. All reports will be treated confidentially and it is the Corporation's policy not to allow retaliation against anyone for reports of misconduct made in good faith.
Conflicts of Interest
        A "conflict of interest" occurs when an individual's personal interest improperly interferes with the interests of the Corporation. Conflicts of interest are prohibited as a matter of policy, unless they have been approved by the Corporation. In particular, an employee or director must never use or attempt to use his or her position at the Corporation to obtain any improper personal benefit for himself or herself, for his or her family members or for any other person.
        Any employee or director who is aware of any situation that is or could reasonably be expected to give rise to a conflict of interest must discuss the matter promptly with the Primary or Secondary Contact, who are specified in the Reporting Policy.
Employees' Other Interests
        While the Corporation recognizes and respects an employee's right to take part in financial, business and other activities outside their jobs, these activities must be free of conflict with their responsibilities as the Corporation's employees. Employees must avoid acquiring any interests or participating in any activities that might reasonably be regarded as:
i.
creating an obligation or distraction which would affect their judgement or ability to act solely in the Corporation's best interests; or

ii.
depriving the Corporation of the time or attention required to perform their duties properly.

        Employees must disclose to their supervisor, in writing, all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties of employment.
        Each employee of the Corporation who has executive or supervisory responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of the Corporation.
Public Disclosure
        Information in the Corporation's public communications, including securities commission filings and communications with shareholders, must be full, fair, accurate, timely and understandable. All employees and directors who are involved in the Corporation's disclosure process are expected to act in furtherance of this policy. In particular, these individuals are required to be familiar with the disclosure requirements for the Corporation and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Corporation to others, whether within or outside the Corporation, including the Corporation's independent auditors. Additionally, any employee or director with a supervisory role in the Corporation's disclosure process is required to discharge his or her responsibilities diligently. For further guidance, employees and directors should refer to the Corporation's Statement of Disclosure Controls, Procedures and Policies.
Compliance with Laws, Rules and Regulations
        Compliance with all applicable governmental laws, rules and regulations is essential to conducting our business. Each employee and director is expected to adhere to the standards and restrictions imposed by those laws, rules and regulations.
Accountability
        Employees and directors will be held accountable for their adherence to the Code of Ethics. Failure to observe the terms of the Code of Ethics may result in disciplinary action, including termination of employment or removal from the Board of Directors. Violations of the Code of Ethics may also constitute violations of law and may result in civil or criminal penalties for employees, directors and the Corporation.
Corporate Opportunities
        Employees and directors are expected to advance the Corporation's legitimate business interests when the opportunity to do so arises. Employees and directors may not take for themselves (or direct to a third party) a business opportunity that is discovered through the use of the Corporation's property, information or position, unless the Corporation has already been offered the opportunity and turned it down. More generally, employees and directors are prohibited from using corporate property, information or position to compete with the Corporation.
2

        The line between personal benefits and those of the Corporation is often difficult to draw and sometimes both personal benefits and benefits to the Corporation may be derived from certain activities. If an employee or director has any questions that a personal use of the Corporation's property or services may not solely be for the benefit of the Corporation, he or she should discuss the matter with the Primary or Secondary Contact.
Confidentiality
        In carrying out the Corporation's business, employees and directors often learn confidential or proprietary information about the Corporation, its customers, suppliers, business partners, or other third parties. Employees and directors must respect and support the confidentiality of such information, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Corporation, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. Employees and directors should refer to the policies set forth in the Corporation's statement of Disclosure Controls, Procedures and Policies under "Disclosure of Material Information", "Rumours", "Quiet Periods" and "Maintaining Confidentiality" for more detailed guidance on this topic.
Ore Reserves
        The calculation of ore reserves and other mineral resources is to be made in a manner consistent with applicable laws, and the Corporation's policies and procedures. Ore reserve and other mineral resource estimates are considered confidential until made public by an officer with proper authority. Compliance with all legal requirements for the delineation of ore reserves and other mineral resources is critical.
        Ore reserves are one of the primary bases for the valuation of the Corporation's securities. Accurate and timely disclosure of ore reserve and mineral resource data is critical to the integrity of the Corporation within the investment community.
Public Relations
        The Corporation's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel and Director of Investor Relations are responsible for all public relations, including all contact with the media, shareholders, analysts and other members of the investment community. For further guidance on this topic, please refer to the Corporation's Statement of Disclosure Controls, Procedures and Policies.
Giving Gifts or Benefits
        Employees and directors must not offer or give on behalf of the Corporation extravagant gifts or excessive entertainment or benefits to others.
3

        Modest gifts and reasonable entertainment may be given for business purposes by appropriate employees or directors, where legally permitted and in accordance with local business practices, to persons or entities doing business or seeking to do business with the Corporation. No gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient or to be perceived as such. Cash or cash value vouchers are not to be given. Gifts or entertainment given on behalf of the Corporation should be of a nature and amount that avoid embarrassment and would not reflect unfavourably on the Corporation or the recipient, if subjected to public scrutiny.
Receiving Gifts or Benefits
        Employees and directors must not use their position to obtain personal gain or benefit from those doing or seeking to do business with the Corporation. Employees and directors must not seek any gifts, payments, services, loans, or other benefits.
        Employees and directors are required to select and deal with suppliers, customers and others doing or seeking to do business with the Corporation in a completely impartial manner and be perceived by others to be acting in an impartial manner, without favour or preference based upon any considerations other than the best interests of the Corporation. Modest gifts and reasonable entertainment may be received from business associates of the Corporation. No gift, favour or entertainment shall be of such a nature as might affect, or reasonably be perceived to affect, an employee's judgment or conduct in matters involving the Corporation. Cash or cash value vouchers are not to be accepted. Gifts or benefits of a more substantial nature from customers or suppliers are not encouraged. However, occasionally there are special circumstances that may apply and, in such cases, permission must be obtained from the Primary or Secondary Contact.
Fair Dealing
        We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through illegal or unethical business practices. Stealing proprietary information, possessing or using trade secrets obtained without the owners consent, or inducing such disclosures by past or present employees of other companies is prohibited.
        Each employee and director is expected to deal fairly with the Corporation's service providers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Equal Employment Opportunity and Harassment
        Our personnel decisions are made on the basis of merit and contribution to the Corporation's success. Concern for the personal dignity and individual worth of every person is an indispensable element in our standard of conduct. The Corporation affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual's terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. We do not tolerate or condone any type of discrimination prohibited by law, including harassment. Employees who experience or observe work-related discrimination, harassment or similar problems are urged to report them to the Primary or Secondary Contact.
4

Insider Trading
        Securities legislation in Canada requires the Corporation to disclose material information in a timely manner. It also seeks to protect the public from abuse of material information by insiders of the Corporation before it is generally disclosed by imposing sanctions for such abuse. These sanctions may be imposed on directors and senior officers of the Corporation and other persons who have access to undisclosed material information about the Corporation as a result of that person's relationship with the Corporation (or an insider of the Corporation). They could, for example, be imposed on employees, family members of the Corporation's employees and on other persons who learn of undisclosed material information through the Corporation's employees.
        It is both illegal and against policy for any employee or director who is aware of material non-public information relating to the Corporation, any of its customers, suppliers, service providers or other business partners, or any other company to buy or sell any securities of those issuers or to pass on the information to anyone else except in the necessary course of business. Accordingly, insiders and employees with knowledge of confidential or material information about the Corporation, or counter-parties in negotiations of material potential transactions, are prohibited from trading shares in the Corporation or any counter-party until the confidential or material information has been fully disclosed and a reasonable period of time has passed for such information to be widely disseminated.
        Material information is information that would reasonably be expected to result in a significant change in, or to have a significant effect on, the market price or the value of a corporation's securities or which could affect the decision of a reasonable investor to invest in a corporation's securities. Examples include:
•
a major acquisition or disposition;
•
a significant change in capital or corporate structure;
•
anticipated significant changes in earnings or production;
•
change in dividends;
•
significant litigation;
•
entering into or loss of significant contracts;
•
disputes with major contractors or suppliers; and
•
public or private sale of additional securities.
        This is not an exhaustive list and other information may also constitute material information.
5

        To prevent insider trading violations and avoid embarrassing situations both for the Corporation and employees and directors, all employees, officers or directors of the Corporation are prohibited from selling or buying securities of the Corporation at frequent intervals or selling such securities short at any time. Purchases of the Corporation's securities should be made for long term investment rather than for speculative purposes. In addition, management-level employees (Appendix A), officers or directors of the Corporation must consult in writing with and obtain clearance in writing from the Primary or Secondary Contact before buying or selling securities of the Corporation or exercising any of the Corporation's options, other than pursuant to the Corporation's Incentive Share Purchase Plan. Unless it is clear that there is no undisclosed material information concerning the Corporation, clearance to complete a proposed trade will be denied. The Corporation's policy is to be cautious and conservative when granting or denying trading clearance in recognition of the fact that trades that create notoriety, even if they are ultimately found to be proper, tarnish the Corporation's goodwill and reputation, especially among its shareholders and analysts. Approvals for a proposed transaction will be effective for five business days, unless revoked prior to that time. No shares of the Corporation may be purchased or sold or options exercised after that five business day period ends unless the approval is renewed.
        Trading blackout periods will apply to those directors, officers and management-level employees during periods when financial statements are being prepared but results have not yet been publicly disclosed. The blackout period commences on the first day of the month following the end of an interim quarter and ends at the end of the second business day following the issuance of a news release disclosing quarterly results. At December 31 st only, the blackout period commences on January 15th of the following year, and ends at the end of the second business day following the issuance of a news release disclosing the audited year end results.
        Blackout periods may be prescribed from time to time by the Disclosure Committee as a result of special circumstances relating to the Corporation pursuant to which insiders of the Corporation would be precluded from trading in securities of the Corporation. All parties with knowledge of such special circumstances should be covered by the blackout. Such parties may include external advisors such as legal counsel, investment bankers, auditors and counter-parties in negotiations of material potential transactions. The trading blackout periods do not apply to purchases and sales made pursuant to the Corporation's Dividend Reinvestment Plan or Incentive Share Purchase Plan.
        Transactions that may be necessary or justifiable for independent reasons, including emergency expenditures and transactions planned before the employee or director learned the material information, are not exceptions to the foregoing trading restrictions. Even the appearance of an improper transaction must be avoided to prevent any potential risk to the Corporation or the individual. Violations of insider trading laws may be punishable by fines or imprisonment.
        Certain "insiders" are obliged to file reports for all trades made by them in the Corporation's securities. The persons subject to this obligation include:
•
directors and senior officers of the Corporation;
•
directors and senior officers of the Corporation's subsidiaries; and
•
beneficial owners of more than 10% of the votes attached to the voting securities of the Corporation as well as the directors and senior officers of such shareholders.
6

        These insiders must file reports with various securities commissions in Canada. In order to ensure that insider trading reports are filed on a timely basis in all applicable jurisdictions, all approved transactions once completed must be reported immediately by insiders to the Assistant of the Legal Department (Virginia De La Cruz) at head office who will co-ordinate with such insiders the preparation and filing of all necessary insider trading reports.
Financial Controls and Records
        Accounting and financial records must be maintained which accurately reflect all of the Corporation's transactions. Each operating unit is responsible for the design, implementation and maintenance of adequate systems of internal accounting and administrative controls.
        The Corporation's accounting and financial records must reflect, in an accurate, complete and timely manner, all transactions affecting the Corporation in order to meet statutory requirements and to ensure proper preparation of the Corporation's financial statements in accordance with the applicable generally accepted accounting principles. Transactions must be properly authorized and approved and recorded in accordance with both the applicable generally accepted accounting principles and the highest standards of integrity. Accounting and financial records must be adequately protected from destruction or tampering.
        While the management style adopted by the Corporation gives employees considerable discretion in their duties, all employees are responsible for establishing and maintaining an effective system of accounting and administrative controls in their area of responsibility. The objective of these controls is to provide assurance that all assets are adequately protected, properly used and the financial records accurately reflect the assets and liabilities of the Corporation. Management of the relevant operating unit is responsible for knowing what can go wrong in their area of responsibility, and to be alert for symptoms of wrongdoing, loss or errors. Notwithstanding this, regional Controllers or their equivalent are responsible for the overall integrity of the financial systems and controls in their regions. Accordingly they are expected and authorized to intervene to investigate and take action in situations at operations within their region where they believe financial controls are not meeting standards or are at risk of being circumvented.
        No person may conceal information from management, the Corporation's internal or external auditors or legal counsel.
        Internal control provides the Corporation with a system of "checks and balances" to assist in ensuring that accounting and administrative policies are complied with throughout the Corporation. This is not only a good business practice, but also ensures compliance with the various securities and tax laws to which the Corporation is subject.
Waivers Of The Code Of Ethics
        The Corporation may waive certain provisions of the Code of Ethics when deemed absolutely appropriate under the circumstances. Any employee or director who believes that a waiver may be called for should discuss the matter with the Primary or Secondary Contact. Waivers for executive officers (including Senior Financial Officers) or directors of the Corporation may be made only by the Board of Directors or a committee of the Board. Waivers will be disclosed as required under applicable securities commission and stock exchange rules.
7

 
 
 APPENDIX A

MANAGEMENT-LEVEL EMPLOYEES

Corporate Division:	 	Other:	
Director, Investor Relations
Corporate Controller
Manager, Project Evaluation
Operations Manager
General Manager, Metallurgy & Marketing
Manager, Marketing
Manager, Internal Audit
Senior Accountant	 	Chief Metallurgist — Projects
Exploration Manager, Canada
Exploration Manager, U.S.A.	

LaRonde Division:	

Mine Manager
Production Superintendent
Engineering Superintendent
Geology Superintendent
Mechanical Superintendent
Electrical Superintendent
Milling Superintendent
Environment Superintendent
Administration Superintendent
Human Resources Superintendent	 	 	

Goldex Division:	

Mine Manager
Underground Superintendent
Milling Superintendent
Technical Services Superintendent
Maintenance Superintendent	 	 	

Regional Division:	

Project Regional Manager
General Manager of Human Resources
General Manager of Administration
General Manager of Environment
Manager of Technical Services
Manager of Construction	 	 	

Riddarhyttan Resources AB:	

Managing Director
Chief Financial Officer
Technical Manager	 	 	
8

Acknowledgement
I, (insert name)                          hereby acknowledge having reviewed this Code and that I understand its provisions and will respect this Code and its intent at all times.

	
 	
Date:	

(Signature)	 	 	 	 	
9

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Exhibit 2
AGNICO-EAGLE MINES LIMITED CODE OF BUSINESS CONDUCT AND ETHICS
APPENDIX A MANAGEMENT-LEVEL EMPLOYEES
 
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 Exhibit 3
 
 AGNICO-EAGLE MINES LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS FOR CONSULTANTS AND CONTRACTORS
Introduction
        The Code of Business Conduct and Ethics (the "Code of Ethics") embodies the commitment of Agnico-Eagle Mines Limited (the "Corporation") and its subsidiaries to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All consultants and contractors are expected to adhere to those principles and procedures of the Code of Ethics that apply to them.
Compliance and Reporting
        Any consultant or contractor who becomes aware of any existing or potential violation of the Code of Ethics should notify the Corporation in accordance with the procedures set out in the Confidential Anonymous Complaint Reporting Policy (the "Reporting Policy") available on the Corporation's website. All reports will be treated confidentially and it is the Corporation's policy not to allow retaliation against anyone for reports of misconduct made in good faith.
Confidentiality
        In carrying out the Corporation's business, consultants and contractors often learn confidential or proprietary information about the Corporation, its customers, suppliers, business partners, or other third parties. Consultants and contractors must respect and support the confidentiality of such information, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Corporation, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.
Ore Reserves
        The calculation of ore reserves and mineral resources is to be made in a manner consistent with applicable laws, and the Corporation's policies and procedures. Ore reserve and other mineral resource estimates are considered confidential until made public by an officer with proper authority. Compliance with all legal requirements for the delineation of ore reserves and other mineral resources is critical.
        Ore reserves are one of the primary bases for the valuation of the Corporation's securities. Accurate and timely disclosure of ore reserve and mineral resource data is critical to the integrity of the Corporation within the investment community.

Insider Trading
        Securities legislation in Canada requires the Corporation to disclose material information in a timely manner. It also seeks to protect the public from abuse of material information by persons in a "special relationship" with the Corporation before it is generally disclosed by imposing sanctions for such abuse. These sanctions may be imposed on persons who have access to undisclosed material information about the Corporation as a result of that person's relationship with the Corporation (or an insider of the Corporation).
        It is and against policy for any consultant or contractor who is aware of material non-public information relating to the Corporation, or any of its customers, suppliers, service providers or other business partners, to buy or sell any securities of those issuers or to pass on the information to anyone else except in the necessary course of business. This conduct may also be illegal under applicable securities legislation. Accordingly, consultants and contractors with knowledge of confidential material information about the Corporation, or counter-parties in negotiations of material potential transactions, are prohibited from trading shares in the Corporation or any counter-party until the confidential material information has been fully disclosed and a reasonable period of time has passed for such information to be widely disseminated.
        Material information is information that would reasonably be expected to result in a significant change in, or to have a significant effect on, the market price or the value of a corporation's securities or which could affect the decision of a reasonable investor to invest in a corporation's securities. Examples include:
•
a major acquisition or disposition;
•
a significant change in capital or corporate structure;
•
anticipated significant changes in earnings or production;
•
change in dividends;
•
significant litigation;
•
entering into or loss of significant contracts;
•
disputes with major contractors or suppliers; and
•
public or private sale of additional securities.
        This is not an exhaustive list and other information may also constitute material information.
2

Acknowledgement
I, (insert name)                                              hereby acknowledge having reviewed this Code and that I understand its provisions and will respect this Code and its intent at all times.

	
 	
Date:	

(Signature)	 	 	 	 	
3

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Exhibit 3
AGNICO-EAGLE MINES LIMITED CODE OF BUSINESS CONDUCT AND ETHICS FOR CONSULTANTS AND CONTRACTORS
 
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 Exhibit 4
 
 CONFIDENTIAL ANONYMOUS COMPLAINT
REPORTING POLICY

 
 TABLE OF CONTENTS

1.0 PURPOSE OF THE POLICY	 	3	
2.0 POLICY OVERSIGHT	 	4	
3.0 REPORTING OF COMPLAINTS	 	4	
4.0 CONFIDENTIALITY	 	5	
5.0 PROHIBITION OF RETALIATION	 	5	
6.0 PUBLICIZING THE PROCESS FOR REPORTING COMPLAINTS	 	6	
7.0 INVESTIGATION OF COMPLAINTS & REPORTING RESULTS	 	6	
8.0 POLICY REVIEW	 	6	
9.0 INQUIRIES	 	6	
2

1.0     PURPOSE OF THE POLICY
The audit committee (the "Audit Committee") of the board of directors (the "Board") of Agnico-Eagle Mines Limited (the "Corporation"), is responsible for establishing procedures for:
i.
the receipt, retention and treatment of complaints received by Agnico-Eagle regarding unethical/fraudulent activities, accounting issues, internal accounting controls and auditing matters; and

ii.
the confidential, anonymous submission by employees of Agnico-Eagle and its subsidiaries and affiliates (collectively, "Agnico-Eagle") of concerns regarding questionable accounting or auditing matters and unethical/fraudulent activities;
and in connection therewith, the Board has adopted this Policy entitled "Confidential Anonymous Complaint Reporting Policy" (which, together with the Schedules hereto, is collectively called the "Policy"). Such complaints and concerns are referred to as "Complaints" in this Policy. Examples of Complaints are as follows:
a)
the use of Agnico-Eagle funds or property for any illegal, improper or unethical purpose (for example, fraud, theft of corporate property, embezzling funds, misappropriating funds, bribes, kickbacks or influence payments);

b)
the tampering of any Agnico-Eagle accounting or audit-related records or documents (in any format, including electronic records such as e-mails) or destroying any Agnico-Eagle accounting or audit-related records or documents except as otherwise permitted or required by Agnico-Eagle's Records Retention Policy;

c)
fraud or deliberate error in the preparation, evaluation, review or audit of any of Agnico-Eagle's financial statements;

d)
fraud or deliberate error in the recording and maintaining of Agnico-Eagle's financial records (for example, overstating expense reports, falsifying time sheets, preparing erroneous invoices, misstating inventory records or describing an expenditure for one purpose when, in fact, it is being made for something else);

e)
deficiencies in or non-compliance with Agnico-Eagle's internal accounting controls (for example, circumventing review and approval procedures);

f)
misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in Agnico-Eagle's financial records, financial reports or audit reports;

g)
deviation from full and fair reporting of Agnico-Eagle's financial condition, results of operations or cash flows; and

h)
any effort to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statement or records of Agnico-Eagle.
The Board has adopted this Policy to ensure that:
i.
Complaints are received, investigated and retained on a confidential and anonymous basis that is in compliance with all applicable laws; and

ii.
Directors, officers and employees of Agnico-Eagle ("Agnico-Eagle Associates") will not be penalized or retaliated against for making a good-faith report of a Complaint (see Section 5.0 below).
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2.0     POLICY OVERSIGHT
The Audit Committee has the responsibility of overseeing this Policy and compliance by all Agnico-Eagle Associates. Any Agnico-Eagle Associate who becomes aware of any existing violation of the Code of Ethics may notify either of the following:
Primary Contact
Greg Laing
General Counsel, Vice President, Legal & Corporate Secretary
Phone Number: (416) 644-2052
e-mail: glaing@agnico-eagle.com
Secondary Contact
David Garofalo
Vice President, Finance & Chief Financial Officer
Phone Number: (416) 847-3708
e-mail: dgarofalo@agnico-eagle.com
If they prefer, employees at the LaRonde, Lapa and Goldex Divisions may refer any of their questions through Claude Leveillee (Phone: (819) 759-3644, Email: Claude.Leveillee@agnico-laronde.com), who will then speak with the Primary Contact. The Primary Contact and the Secondary Contact are referred to as the "Contacts".
3.0     REPORTING OF COMPLAINTS
Agnico-Eagle Associates may report Complaints, either internally to the Contacts or externally by using Agnico-Eagle's Confidential Anonymous Complaint Reporting Hotline (the "Hotline"). Agnico-Eagle has established the Hotline (a toll-free telephone number, e-mail address and fax number) for the purpose of receiving Complaints. The Hotline is being provided by an independent third party service provider, so that Complaints can be reported in an anonymous, if so desired, and confidential manner. The following outlines the processes for reporting complaints which are all confidential:
Reporting Complaints Internally
An Agnico-Eagle Associate wishing to report a Complaint using internal means may refer a Complaint to the Primary Contact or the Secondary Contact, who will treat all Complaints in accordance with this Policy.
If the Agnico-Eagle Associate making the Complaint wishes to do so in writing, the Complaint should be specified in a letter, which should be delivered to the Primary Contact or the Secondary Contact in a sealed envelope marked "Confidential".
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Reporting Complaints through the Hotline
a)
Agnico-Eagle has established the Hotline, so that Complaints of Agnico-Eagle Associates and members of the public (referred to as "Complainants") can be reported in an anonymous and confidential manner.

b)
A toll-free telephone number, e-mail address and post-office box will be maintained for the purposes of receiving Complaints. The Hotline will be staffed and maintained by ReportLine, an independent third party service provider.

c)
The Hotline will be available 24 hours a day, 7 days a week by calling 877-333-2675 from within North America. If Complainant is located outside of North America, they may place a collect call to 770-776-5607.

d)
The Hotline will also be available by emailing (Reportline@tnwinc.com), completing a web form at www.tnwinc.com/webreport, faxing a letter to 770-409-5008 or mailing a letter to:
The Network
ATTN: Agnico-Eagle Mines Limited
333 Research Court
Norcross, Georgia, USA
30092
e)
Each Complaint will be assigned a unique reference number, to be logged by ReportLine staff prior to forwarding the Complaint to the Corporation. This reference number will be provided to the Complainant for future reference.

f)
All Complaints received by the Hotline will be forwarded directly by ReportLine staff to the Primary Contact unless it is determined by ReportLine staff that the Complaint is of an urgent nature, in which case, such Complaint will be forwarded by ReportLine staff immediately.
4.0     CONFIDENTIALITY
Agnico-Eagle is committed to maintaining procedures for the anonymous and confidential reporting of Complaints by Agnico-Eagle Associates and members of the public. All Complaints will be treated on a confidential basis and, if reported using the Hotline and if so specified by the person reporting the Complaint, will be treated on an anonymous basis. Generally, a report of a Complaint will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of such a Complaint. The Contacts may make recommendations to the Audit Committee from time to time on how Agnico-Eagle can provide confidential and, if so desired, anonymous, reporting of Complaints by Complainants.
5.0     PROHIBITION OR RETALIATION
There will be no retaliation or other action taken against any Agnico-Eagle Associate who, in good-faith, reports a Complaint. Anyone engaging in retaliatory conduct will be subject to disciplinary action by Agnico-Eagle, which may include termination.
More specifically, neither Agnico-Eagle, nor any person acting on behalf of Agnico-Eagle or in a position of authority in respect of Agnico-Eagle Associates will take any disciplinary measure against, discharge, demote, suspend, terminate, otherwise adversely affect the employment of or in any other manner discriminate against an Agnico-Eagle Associate or threaten to do so with the intent to compel an Agnico-Eagle Associate to abstain from reporting a Complaint or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. Engaging in retaliatory conduct may be considered an offence under various applicable laws.
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6.0     PUBLICIZING THE PROCESS FOR REPORTING COMPLAINTS
Agnico-Eagle will also periodically communicate reminders to Agnico-Eagle Associates of the process for reporting Complaints. This may be accomplished by electronic or other means, including, for example: email and written memos.
7.0     INVESTIGATION OF COMPLAINTS & REPORTING RESULTS
Monitoring the Status of the Investigation
The investigation of all Complaints will be monitored on an ongoing basis by the Contacts.
Depending on the nature of a Complaint and its materiality as determined in the first instance by the Contacts, and in particular, with respect to any Complaint or Complaints that could materially affect the financial statements of Agnico-Eagle or the integrity of Agnico-Eagle's system of internal controls, the Contacts will keep the Chief Executive Officer (except to the extent any such person is allegedly implicated in the Complaint) apprised of the status of the investigation for purposes of ensuring compliance with regulatory requirements, including the timely and continuous disclosure obligations of Agnico-Eagle and the certification obligations of the Chief Executive Officer and Chief Financial Officer of Agnico-Eagle.
The investigation of a Complaint that implicates (or may implicate) a Contact shall be supervised by the other Contact. The investigation of a Complaint that implicates (or may implicate) both Contacts shall be supervised by the Chair of the Audit Committee, or such other independent member of the Board of Directors of the Corporation as designated by the chair of the Audit Committee.
Report to the Audit Committee
The Primary Contact will periodically prepare a written report to the Audit Committee specifying, among other things:
a)
the number of Complaints received since the previous report;

b)
all Complaints received, by relevant category, since the previous report; and

c)
the reporting avenues used by persons reporting Complaints.
In addition, if requested by the Audit Committee, the Contacts will report on the effectiveness of the reporting system since the previous report.
The Audit Committee may request special procedures that are not inconsistent with this Policy to be used in connection with any particular Complaint, including the retention of outside counsel or other advisors in accordance with the terms of the Audit Committee Charter.
8.0     POLICY REVIEW
This Policy and its effectiveness will be reviewed by the Audit Committee at least annually, with recommendations regarding updates or amendments, if any, being made to the Board as required.
9.0     INQUIRIES
Any questions with respect to the general application of this Policy should be made to the Primary Contact.
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QuickLinks
Exhibit 4
CONFIDENTIAL ANONYMOUS COMPLAINT REPORTING POLICY
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